Common use of CERTIFICATE OF TENANT Clause in Contracts

CERTIFICATE OF TENANT. 36.1. Tenant shall, without charge, at any time and from time to time, within ten (10) days after request by Landlord, deliver a written instrument to Landlord or any other person, firm or corporation specified by Landlord, duly executed and acknowledged, certifying: (a) that this Lease is unmodified and in full force and effect or, if there has been any modification, that the same is in full force and effect as modified and stating any such modification; (b) whether the term of this Lease has commenced and rent become payable thereunder; and whether Tenant has accepted possession of the demised premises; (c) whether or not, to the best of Tenant's knowledge, there are then existing any defenses or offsets which are not claims under paragraph (e) of this Section 36.1 against the enforcement of any of the agreements, terms, covenants, or conditions of this Lease and any modification thereof upon the part of Tenant to be performed or complied with, and, if so, specifying the same; except that with respect to the certification to be given to the mortgagee under the original first institutional permanent mortgage on the fee or leasehold of the Building, Tenant shall affirm that any dispute with the Landlord is a claim under this Lease and subordinate to the rights of the holder of the said mortgage and that any such claim is not an offset or defense to the enforcement of this Lease, and Tenant shall assert no offset to or defense against the enforcement of the Lease or its validity with respect to matters in existence at the time Tenant took possession of the demised premises and which were known to or which were then readily ascertainable by Tenant, any such matter to be the basis of a claim only, which claim shall be enforced solely by money judgment and/or specific performance against the Landlord named herein; (d) the dates to which the fixed annual rent, and additional rent, and other charges hereunder, have been paid; and (e) whether or not Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim. 36.2. Tenant agrees that, except for the first month's rent paid pursuant to Section 1.1 hereof, it will pay no rent under this Lease more than thirty (30) days in advance of its due date, if so restricted by any existing or future ground lease or mortgage to which this Lease is subordinated or by an assignment of this Lease to the ground lessor or the holder of such mortgage, and, in the event of any act or omission by Landlord, Tenant will not exercise any right to terminate this Lease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant shall have given written notice of such act or omission to the ground lessor and to the holder of any mortgage on the fee or the ground lease who shall have furnished such lessor's or holder's last address to Tenant, and until a reasonable time for remedying such act or omission shall have elapsed following the giving of such notices, during which time such lessor or holder shall have the right, but shall not be obligated, to remedy or cause to be remedied such act or omission.

CERTIFICATE OF TENANT. 36.1. (a) Tenant shall, without charge, at any time and from time to time, within ten fifteen (1015) days after request notice by LandlordOwner, execute, acknowledge and deliver a written instrument to Landlord Owner, or any other person, firm or corporation Person specified by LandlordOwner, duly executed and acknowledged, certifying:a written statement (which may be relied upon by such Person) (a) certifying (i) that this Lease is unmodified and in full force and effect or, (or if there has been any modificationare modifications, that the same this Lease, as modified, is in full force and effect as modified and stating any such modification; modifications) (and, if so requested, that the annexed copy of this Lease is a true, correct and complete copy of this Lease), and (ii) the date to which each item of Rental and/or Impositions payable by Tenant hereunder has been paid, and (b) whether the term of this Lease has commenced and rent become payable thereunder; and stating (i) whether Tenant has accepted possession given Owner written notice of any default, or any event that, with the demised premises; giving of notice or the passage of time, or both, would constitute a default, by Owner in the performance of any covenant, agreement, obligation or condition contained in this Lease, which default or event has not been cured, and (cii) whether or notwhether, to the best actual knowledge of Tenant's knowledgeTenant (but without independent inquiry), there are then existing any defenses or offsets which are not claims under paragraph (e) of this Section 36.1 against the enforcement Owner is in default in performance of any of the agreementscovenant, termsagreement, covenants, obligation or conditions of condition contained in this Lease and any modification thereof upon the part of Tenant to be performed or complied withLease, and, if so, specifying the same; except that in detail each such default. (b) Tenant shall file with respect Owner at least annually, a sworn affidavit, signed by an authorized officer of Tenant, to the certification effect that since the date of the last such affidavit (or in the case of the first such affidavit, since the Commencement Date) (1) no changes have been made to the operating agreement or other organic document under which Tenant is organized (the "Tenant 91 F:\MlNSKERIC.M.BIPARKONEIPOGROUNDlEASE.EXEC 12-1.DOC ~ff: 1893m~2S /9 Document"), or, if changes shall have been made to the Tenant Document, a statement as to the specific nature of the changes and a notification to Owner that the amended or modified Tenant Document is on file at the office of Tenant located in Miami-Dade County, Florida, and that it is available for inspection by Owner, (2) the full names and addresses of holders of membership interests in Tenant (who hold at least two percent (2%) interest in Tenant) are only those that are listed in such affidavit, and that the Managing Member(s) confirms its continued ownership in Tenant (if Tenant is an entity different than a limited liability company, this provision shall apply to the nature of the appropriate ownership interests for the entity in question), and (3) the obligation of Tenant's Members to each other related thereto under the operating agreement have not been amended or modified in any way that is materially adverse to Owner, and (4) ifthe Managing Member of Tenant is a corporation, it remains a Florida corporation in good standing and the annual report of said corporation, required to be given filed with the Department of State of the State of Florida pursuant to Chapter 607, Florida Statutes, as amended (the" Annual Report"), and any fees required for the filing thereof, are not delinquent; or, if not a Florida corporation, it is a corporation properly authorized to do business in the State of Florida, and a statement to the mortgagee under effect that the original first institutional permanent mortgage on the fee Substantial Controlling Interest in said Managing Member or leasehold any successor thereto has not changed. A copy of the Building, latest Annual Report of the Managing Member of Tenant shall affirm that any dispute with the Landlord is a claim under this Lease and subordinate be attached to the rights of the holder of the said mortgage and that any such claim is not an offset or defense to the enforcement of this Lease, and Tenant shall assert no offset to or defense against the enforcement of the Lease or its validity with respect to matters in existence at the time Tenant took possession of the demised premises and which were known to or which were then readily ascertainable by Tenant, any such matter to be the basis of a claim only, which claim shall be enforced solely by money judgment and/or specific performance against the Landlord named herein; (d) the dates to which the fixed annual rent, and additional rent, and other charges hereunder, have been paid; and (e) whether or not Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claimaforesaid certificate. 36.2. Tenant agrees that, except for the first month's rent paid pursuant to Section 1.1 hereof, it will pay no rent under this Lease more than thirty (30) days in advance of its due date, if so restricted by any existing or future ground lease or mortgage to which this Lease is subordinated or by an assignment of this Lease to the ground lessor or the holder of such mortgage, and, in the event of any act or omission by Landlord, Tenant will not exercise any right to terminate this Lease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant shall have given written notice of such act or omission to the ground lessor and to the holder of any mortgage on the fee or the ground lease who shall have furnished such lessor's or holder's last address to Tenant, and until a reasonable time for remedying such act or omission shall have elapsed following the giving of such notices, during which time such lessor or holder shall have the right, but shall not be obligated, to remedy or cause to be remedied such act or omission.

CERTIFICATE OF TENANT. 36.1. Tenant shall, without charge, at any time and from time to time, within ten fifteen (1015) days after request by Landlord, deliver a written instrument to Landlord or any other person, firm or corporation specified by Landlord, duly executed and acknowledged, certifying: (a) that this Lease is unmodified and in full force and effect or, if there has been any modification, that the same is in full force and effect as modified and stating any such modification; (b) whether the term of this Lease has commenced and rent become payable thereunder; and whether Tenant has accepted possession of the demised premises; (c) whether or not, to the best of Tenant's knowledge, not there are then existing any defenses or offsets which are not claims under paragraph (e) of this Section 36.1 against the enforcement of any of the agreements, terms, covenants, or conditions of this Lease and any modification thereof upon the part of Tenant to be performed or complied with, and, if so, specifying the same; except that with respect to the certification to be given to the mortgagee under the original first institutional permanent mortgage on the fee or leasehold of the Building, Tenant shall affirm that any dispute with the Landlord is a claim under this Lease and subordinate to the rights of the holder of the said mortgage and that any such claim is not an offset or defense to the enforcement of this Lease, and Tenant shall assert no offset to or defense against the enforcement of the Lease or its validity with respect to matters in existence at the time Tenant took possession of the demised premises and which were known to or which were then readily ascertainable by Tenant, any such matter to be the basis of a claim only, which claim shall be enforced solely by money judgment and/or specific performance against the Landlord named herein; (d) the dates to which the fixed annual rent, and additional rent, and other charges hereunder, have been paid; and; (e) whether or not Tenant has made any claim against Landlord under this Lease and, and if so, so the nature thereof and the dollar amount, if any, of such claim; and (f) such other information concerning this Lease as Landlord may reasonably request. 36.2. Landlord shall, without charge, at any time and from time to time, within fifteen (15) days after request by Tenant, deliver a written instrument to Tenant agrees thator any other person, except for firm or corporation specified by Tenant, duly executed and acknowledged, certifying (with such modifications as shall be required to make the first month's rent paid pursuant statements therein truthful) as to the items set forth in clauses (a), (b) and (d) of Section 1.1 hereof36.1 hereof and further certifying whether or not, it will pay no rent to the knowledge of Landlord, Tenant is in default in performance of any of its obligations under this Lease more than thirty (30) days in advance of its due date, if so restricted by any existing or future ground lease or mortgage to which this Lease is subordinated or by an assignment of this Lease to the ground lessor or the holder of such mortgageLease, and, in the event if so, specifying each such default of any act or omission by Landlord, Tenant will not exercise any right to terminate this Lease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant which Landlord shall have given written knowledge and whether or not notice of such act or omission default has been given to Tenant and, if so, the ground lessor and to the holder date of any mortgage on the fee or the ground lease who shall have furnished each such lessor's or holder's last address to Tenant, and until a reasonable time for remedying such act or omission shall have elapsed following the giving of such notices, during which time such lessor or holder shall have the right, but shall not be obligated, to remedy or cause to be remedied such act or omissionnotice.

CERTIFICATE OF TENANT. 36.126.1 1. Tenant shallTenant, without charge, at any time and from time to time, within with in ten (10) days after request by LandlordLand lord, shall deliver a written instrument to Landlord or to any other person, firm or corporation specified by Landlord, duly executed and acknowledged, certifying:, among other things (it being expressly understood and agreed that the list of items below shall not act to limit the scope of items as to which Landlord may request Tenant to certify): (a) that this Lease is unmodified and in full force and effect or, if there has been any modification, that the same is in full force and effect as modified and stating any such modification, that there is no existing basis to cancel or terminate this Lease, and to the best of Tenant's knowledge Land lord is not in default thereunder; (b) whether the term of this Lease has commenced and rent become payable thereunder; , and whether Tenant has accepted possession is in possess ion of all of the demised premisesDemised Premises except for such portions of the Demised Premises that have been sublet or being held for sublet pursuant to the provisions of this Lease; (c) whether or not, to the best of Tenant's knowledge, not there are then existing any defenses or offsets which that are not claims under paragraph (e) of this Section 36.1 26.01 against the enforcement of any of the agreements, terms, covenants, or conditions of this Lease and any modification thereof upon the part of Tenant to be performed or complied with, and, if so, specifying the same; except that with respect to the certification to be given to the mortgagee under the original first institutional permanent mortgage on the fee or leasehold of the Building, Tenant shall affirm that any dispute with the Landlord is a claim under this Lease and subordinate to the rights of the holder of the said mortgage and that any such claim is not an offset or defense to the enforcement of this Lease, and Tenant shall assert no offset to or defense against the enforcement of the Lease or its validity with respect to matters in existence at the time Tenant took possession of the demised premises and which were known to or which were then readily ascertainable by Tenant, any such matter to be the basis of a claim only, which claim shall be enforced solely by money judgment and/or specific performance against the Landlord named herein; (d) the amount of the Fixed Annual Rent payable under this Lease and the dates to which the fixed annual rent, Fixed Annual Rent and additional rent, rent and other charges hereunder, thereunder have been paid; andpaid ; (e) whether or not Tenant has made any claim claims against Landlord under this Lease and, if so, the nature thereof and the dollar amount, if any, of such claim. 36.2. Tenant acknowledges and agrees that, except for the first month's rent paid pursuant to Section 1.1 hereof, it will pay no rent under this Lease more than thirty (30) days in advance of its due date, if so restricted that any estoppel certificate delivered by Tenant may be relied upon by any existing prospective purchaser of the Building, any lender, mortgagee, lessee, assignee or future ground lease or mortgage to which this Lease is subordinated or by an assignment of this Lease to the ground lessor or the holder of such mortgage, and, in the event of any act or omission by Landlord, Tenant will not exercise any right to terminate this Lease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant shall have given written notice of such act or omission to the ground lessor and to the holder of any mortgage on the fee or the ground lease who shall have furnished such lessor's or holder's last address to Tenant, and until a reasonable time for remedying such act or omission shall have elapsed following the giving of such notices, during which time such lessor or holder shall have the right, but shall not be obligated, to remedy or cause to be remedied such act or omissionother party as Landlord may designate.

CERTIFICATE OF TENANT. 36.138.01. Tenant shall, without charge, at any time and from time to time, within ten five (105) days after request by Landlord, deliver a certify by written instrument instrument, duly executed, acknowledged and delivered, to Landlord any mortgagee, assignee of any mortgage or purchaser, or any proposed mortgagee, assignee of any mortgage or purchaser, or any other person, firm or corporation specified by Landlord, duly executed and acknowledged, certifying: (a) that That this Lease is unmodified and in full force and effect (or, if there has been any modification, that the same is in full force and effect as modified and stating any such modificationthe modifications); (b) whether the term of this Lease has commenced and rent become payable thereunder; and whether Tenant has accepted possession of the demised premises; (c) whether Whether or not, to the best of Tenant's knowledge, not there are then existing any set--offs or defenses or offsets which are not claims under paragraph (e) of this Section 36.1 against the enforcement of any of the agreements, terms, covenants, or conditions of this Lease and any modification thereof hereof upon the part of Tenant to be performed or complied with, with (and, if so, specifying the same; except that with respect to the certification to be given to the mortgagee under the original first institutional permanent mortgage on the fee or leasehold of the Building, Tenant shall affirm that any dispute with the Landlord is a claim under this Lease and subordinate to the rights of the holder of the said mortgage and that any such claim is not an offset or defense to the enforcement of this Lease, and Tenant shall assert no offset to or defense against the enforcement of the Lease or its validity with respect to matters in existence at the time Tenant took possession of the demised premises and which were known to or which were then readily ascertainable by Tenant, any such matter to be the basis of a claim only, which claim shall be enforced solely by money judgment and/or specific performance against the Landlord named herein; (d) the dates to which the fixed annual rent, and additional rent, and other charges hereunder, have been paid); and (ec) whether or not Tenant has made any claim against Landlord under this Lease and, if so, the nature thereof and the dollar amountThe dates, if any, of such claimto which the rental and other charges hereunder have been paid in advance. 36.238.02. Tenant agrees that, except for the first month's rent paid pursuant to Section 1.1 hereofhereunder, it will pay no rent under this Lease more than thirty (30) days in advance of its due date, if so restricted by any existing or future ground lease or mortgage to which this Lease is subordinated or by an assignment of this Lease to the ground lessor or the holder of such mortgage, and, in the event of any act or omission by Landlord, Tenant will not exercise any right to terminate this Lease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant shall have given written notice of such act or omission to the ground lessor and to the holder of any first mortgage on the fee or the ground lease who shall have furnished in writing such lessor's or holder's last address to Tenant, and until a reasonable time for remedying such act or omission shall have elapsed following the giving of such notices, during which time such lessor or mortgage holder shall have the right, but shall not be obligated, to remedy or cause to be remedied remedies such act or omission. 38.03. Anything in this Lease contained to the contrary notwithstanding, under no circumstances shall the holder of any institutional mortgage who shall have succeeded to the interests of the Landlord under this Lease, be subject to or liable for any offsets or deductions from rent, claims or defenses which the Tenant might have against any prior landlord under this Lease.

CERTIFICATE OF TENANT. 36.1. 46.01 Tenant shall, without charge, at any time and from time to time, within ten fifteen (1015) days after request by Landlord, deliver a written instrument to Landlord or any other person, firm or corporation specified by Landlord, duly executed and acknowledged, certifying: (a) that That this Lease is unmodified and in full force and effect or, if there has been any modification, that the same is in full force and effect as modified and stating any such modification; (b) whether Whether the term of this Lease has commenced and rent become payable thereunder; and whether Tenant has accepted possession of the demised premises; and whether Landlord has failed to perform any work required to be performed by Landlord pursuant to the provisions of this Lease; (c) whether Whether or not, to the best of Tenant's knowledge, not there are then existing any defenses or offsets which are not claims under paragraph subdivision (e) of this Section 36.1 hereof against the enforcement of any of the agreements, terms, covenants, or conditions of this Lease and any modification thereof upon the part of Tenant to be performed or complied with, and, if so, specifying the same; except that with respect to the certification to be given to the mortgagee under the original first institutional permanent mortgage on the fee or leasehold of the Building, Tenant shall affirm that any dispute with the Landlord is a claim under this Lease and subordinate to the rights of the holder of the said mortgage and that any such claim is not an offset or defense to the enforcement of this Lease, and Tenant shall assert no offset to or defense against the enforcement of the Lease or its validity with respect to matters in existence at the time Tenant took possession of the demised premises and which were known to or which were then readily ascertainable by Tenant, any such matter to be the basis of a claim only, which claim shall be enforced solely by money judgment and/or specific performance against the Landlord named herein; (d) the The dates to which the fixed annual rent, and additional rent, and other charges hereunder, have been paid; and (e) whether Whether or not Tenant has made any claim against Landlord under this Lease and, and if so, so the nature thereof and the dollar amount, if any, of such claim. 36.2. 46.02 Tenant agrees that, except for the first month's rent paid pursuant to Section 1.1 hereofhereunder, it will pay no rent under this Lease more than thirty (30) days in advance of its due date, if so restricted by any existing or future ground lease or mortgage to which this Lease is subordinated or by an assignment of this Lease to the ground lessor or the holder of such mortgage, and, in the event of any act or omission by Landlord, Tenant will not exercise any right to terminate this Lease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant shall have given written notice of such act or omission to the such ground lessor and to the holder of any such mortgage on the fee or the ground lease who shall have furnished such lessor's or and holder's last address to Tenant, and until a reasonable time for remedying such act or omission shall have elapsed following the giving of such notices, during which time such lessor or holder shall have the right, but shall not be obligated, to remedy or cause to be remedied such act or omission.

CERTIFICATE OF TENANT. 36.1. Tenant shall, without charge, at any time and from time to time, within ten (10) days after request by Landlord, deliver a written instrument to Landlord or any other person, firm or corporation specified by Landlord, duly executed and acknowledged, certifying: (a) that this Lease is unmodified and in full force and effect or, if there has been any modification, that the same is in full force and effect as modified and stating any such modification; (b) whether the term of this Lease has commenced and rent become payable thereunder; and whether Tenant has accepted possession of the demised premises; (c) whether or not, to the best not Tenant knows of Tenant's knowledge, there are then existing any defenses or offsets which are not claims under paragraph (e) of this Section 36.1 against the enforcement of any of the agreements, terms, covenants, or conditions of this Lease and any modification thereof upon the part of Tenant to be performed or complied with, and, if so, specifying the same; except that with respect to the certification to be given to the mortgagee under the original first institutional permanent mortgage on the fee or leasehold of the Building, Tenant shall affirm that any dispute with the Landlord is a claim under this Lease and subordinate to the rights of the holder of the said mortgage and that any such claim is not an offset or defense to the enforcement of this Lease, and Tenant shall assert no offset to or defense against the enforcement of the Lease or its validity with respect to matters in existence at the time Tenant took possession of the demised premises and which were known to or which were then readily ascertainable by Tenant, any such matter to be the basis of a claim only, which claim shall be enforced solely by money judgment and/or specific performance against the Landlord named herein; (d) the dates to which the fixed annual rent, and additional rent, and other charges hereunder, have been paid; and; (e) whether or not Tenant has made any claim against Landlord under this Lease and, and if so, so the nature thereof and the dollar amount, if any, of such claim; and (f) such other information concerning this Lease as Landlord may reasonably request. 36.2. Landlord shall, without charge, at any time and from time to time, within ten (10) days after request by Tenant, deliver a written instrument to Tenant agrees thator any other person, except for firm or corporation specified by Tenant, duly executed and acknowledged, certifying: (a) that this Lease is unmodified and in full force and effect or, if there has been any modification, that the first month's same is in full force and effect as modified and stating any such modification; (b) whether the term of this Lease has commenced and rent paid pursuant become payable thereunder; (c) whether or not Landlord knows of any defenses or offsets which are not claims under paragraph (e) of this Section 36.2 against the enforcement of any of the agreements, terms, covenants, or conditions of this Lease and any modification thereof upon the part of Landlord to Section 1.1 hereofbe performed or complied with, it will pay no rent and, if so, specifying the same; (d) the dates to which the fixed annual rent, and additional rent, and other charges hereunder, have been paid; (e) whether or not Landlord has made any claim against Tenant under this Lease more than thirty (30) days in advance of its due dateand if so the nature thereof and the dollar amount, if so restricted by any existing or future ground lease or mortgage to which any, of such claim; and (f) such other information concerning this Lease is subordinated or by an assignment of this Lease to the ground lessor or the holder of such mortgage, and, in the event of any act or omission by Landlord, as Tenant will not exercise any right to terminate this Lease or to remedy the default and deduct the cost thereof from rent due hereunder until Tenant shall have given written notice of such act or omission to the ground lessor and to the holder of any mortgage on the fee or the ground lease who shall have furnished such lessor's or holder's last address to Tenant, and until a reasonable time for remedying such act or omission shall have elapsed following the giving of such notices, during which time such lessor or holder shall have the right, but shall not be obligated, to remedy or cause to be remedied such act or omissionmay reasonably request.